Exhibit 107
Calculation of Filing Fee Tables
Form F-3
(Form Type)
KaixinAuto Holdings
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered and Carry Forward Securities
| Security Type | Security Class Title | Fee Calculation or Carry Forward Rule | Amount Registered | Proposed Maximum Offering Price Per Unit | Maximum Aggregate Offering Price | Fee Rate | Amount of Registration Fee | Carry Forward Form Type Carry | Carry Forward File Number | Carry Forward Initial effective date | Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward | |||||||||||||||||||||||
| Newly Registered Securities | ||||||||||||||||||||||||||||||||||
| Fees to be Paid | Equity | Ordinary Shares, $0.00005 par value per share, Preferred Shares, Debt Securities, Warrants, Rights, and Units (1) | Rule 457(o) | (2) | – | $ | 220,000,000 | (3) | 0.00011020 | (4) | $ | 24,244 | ||||||||||||||||||||||
| Fees to be Paid | Equity | Ordinary Shares, $0.00005 par value per share | Other | 47,007,661 | – | $ | 16,452,681.35 | (5) | 0.00011020 | (4) | $ | 1,813.09 | ||||||||||||||||||||||
| Fees to be Paid | Equity | Ordinary Shares, par value $0.00005 per share, issuable upon the conversion of convertible Series F Preferred Shares | Other | 50,000,000 | – | $ | 17,500,000 | (5) | 0.00011020 | (4) | $ | 1,928.50 | ||||||||||||||||||||||
| Fees Previously Paid | ||||||||||||||||||||||||||||||||||
| Carry Forward Securities | ||||||||||||||||||||||||||||||||||
| Carry Forward Securities | ||||||||||||||||||||||||||||||||||
| Total Offering Amounts | $ | 33,952,681.35 | $ | 27,985.59 | ||||||||||||||||||||||||||||||
| Total Fees Previously Paid | – | |||||||||||||||||||||||||||||||||
| Total Fee Offset | – | |||||||||||||||||||||||||||||||||
| Net Fee Due | $ | 27,985.59 | ||||||||||||||||||||||||||||||||
Table 3: Combined Prospectuses
| Security Type | Security Class Title (6) | Amount of Securities Previously Registered (7) | Maximum Aggregate Offering Price of Securities Previously Registered | Form Type | File Number | Initial Effective Date | ||||||
| Equity | Ordinary Shares, $0.00005 par value per share, Preferred Shares, Debt Securities, Warrants, Rights, and Units (8) | (9) | $80,000,000 | F-3 | 333-258450 | February 16, 2023 | ||||||
| Equity | Ordinary Shares, par value $0.00005 per share (10) | 45,423,440 | $81,762,192 | F-3 | 333-258450 | February 16, 2023 | ||||||
| Equity | Warrants (11) | – | – | F-3 | 333-258450 | February 16, 2023 | ||||||
| Equity | Ordinary Shares, par value $0.00005 per share, issuable upon exercise of the Warrants (12) | 7,138,863 | $12,849,953.40 | F-3 | 333-258450 | February 16, 2023 |
| (1) | Pursuant to General Instruction II.C. of Form F-3, the table lists each of the classes of securities being registered and the aggregate proceeds to be raised, but does not specify by each class information as to the amount registered, proposed maximum offering price per unit, and maximum aggregate offering price. | |
| (2) | With respect to the primary offering, the registrant is registering an indeterminate number of securities for offer and sale from time to time at indeterminate prices, which shall have an aggregate offering price not to exceed US$220,000,000. In addition, pursuant to Rule 416(a) under the Securities Act of 1933, as amended, this registration statement shall be deemed to cover any additional number of securities that may be issued from time to time to prevent dilution as a result of a distribution, split, combination or similar transaction. Securities registered hereunder may be sold separately, or together with other securities registered hereunder. | |
| (3) | Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended (the “Securities Act”). | |
| (4) | The fee rate used for the purpose of computing the amount of the registration fee is the effective fee rate since October 1, 2022. | |
| (5) | Includes consideration to be received by the Registrant, if applicable, for registered securities that are issuable upon exercise, conversion, or exchange of other registered securities. Pursuant to Rule 457(c) under the Securities Act, and solely for the purpose of calculating the registration fee, the proposed maximum offering price per share is $0.35, which is the average of the high and low prices of the registrant’s ordinary shares on June 23, 2023 (such date being within five business days of the date that this registration statement was first filed with the U.S. Securities and Exchange Commission (the “SEC”)) on the Nasdaq Stock Market. | |
| (6) | No registration fee is payable in connection with the below-listed securities that were previously registered under the Prior Registration Statement and remain unsold, because such securities are being transferred from the Prior Registration Statement pursuant to Rule 429 under the Securities Act. | |
| (7) | Represents an aggregate number of securities that were previously registered under the Prior Registration Statement and remain unsold are included in this registration statement. | |
| (8) | Represents an aggregate of 19,500,000 and 60,500,000 ordinary shares, preferred shares, debt securities, warrants, rights, and units previously registered pursuant to our registration on Form F-3 (File No. 333-258450), which we filed with the SEC on August 4, 2021, July 18, 2022, September 14, 2022, October 27, 2022, December 9, 2022 and February 2, 2023 and was declared effective by the SEC on February 16, 2023, for which we paid a registration fee of $2,127.45 and $5,608.35, respectively. | |
| (9) | Represents an indeterminate number of securities for offer and sale from time to time at indeterminate prices, which shall have an aggregate offering price not to exceed US$80,000,000. | |
| (10) | Represents an aggregate of 45,423,440 ordinary shares registered pursuant to our registration on Form F-3 (File No. 333-258450), which we filed with the SEC on July 18, 2022, September 14, 2022, October 27, 2022, December 9, 2022 and February 2, 2023, and was declared effective by the SEC on February 16, 2023, for which we paid a registration fee of $8,920.26. | |
| (11) | In accordance with Rule 457(g) under the Securities Act, no separate registration fee is required with respect to such previously registered warrants. | |
| (12) | Represents an aggregate of 7,138,863 ordinary shares registered pursuant to our registration on Form F-3 (File No. 333-258450), which we filed with the SEC on July 18, 2022, September 14, 2022, October 27, 2022, December 9, 2022 and February 2, 2023, and was declared effective by the SEC on February 16, 2023, for which we paid a registration fee of $1,401.93. |
